AI Reviewer – Software License Agreement

Date of last revision: January 12, 2018

This Software License Agreement (“SLA“) is a legal agreement between “You“, the Licensee or an Authorized User as defined below, and Logarix srl (“Logarix” or “Licensor“) for the software product identified as “AI Reviewer”, which includes computer software, activation keys, online or electronic documentation, and additional Internet-based services (“Product“).

PLEASE READ THE CONTENTS OF THIS SLA CAREFULLY BEFORE USING THE ACCOMPANYING PRODUCT. YOU AGREE TO BE BOUND BY THE TERMS, CONDITIONS AND LIMITATIONS SET FORTH IN THIS SLA BY DOWNLOADING, INSTALLING, COPYING, OR OTHERWISE USING THE PRODUCT. IF YOU DO NOT AGREE TO THESE TERMS, CONDITIONS AND LIMITATIONS, DO NOT DOWNLOAD, INSTALL OR USE THE PRODUCT.

1. Definitions

1.1 “Activation” shall mean a procedure by which an Authorized User uses a valid Activation Key in order to unlock/register a given Deployment on a given Authorized Computer, thereby enabling the use of the Product on that Authorized Computer. As part of the Activation procedure, certain information about the Authorized Computer is collected and sent to Licensor automatically. THIS INFORMATION IS DERIVED EXCLUSIVELY FROM THE HARDWARE AND PLATFORM CONFIGURATION OF THE COMPUTER ON WHICH THE PRODUCT IS RUN. IT CONTAINS NEITHER PERSONAL INFORMATION, NOR INFORMATION ABOUT THIRD PARTY SOFTWARE INSTALLED ON SUCH COMPUTER. BY ACTIVATING THE PRODUCT, YOU CONSENT TO THE TRANSMISSION OF THIS INFORMATION. You are not permitted to bypass or circumvent Activation. You may have the option of Activating your Product either online via an Internet service provided by Licensor, or via e-mail. Changes to the configuration of the Authorized Computer or the Product may require you to repeat Activation.

1.2 “Activation Key” shall mean a unique key-code produced and provided by Licensor, meant to unlock and enable the use of the Product, on a Permitted Number of Authorized Computers.

1.3 “Acquired License” shall mean exactly one of the specific types of licenses described under section 3 hereof, pertaining to a Product of Licensor, granted freely or in exchange of a subscription fee, either expressly or via some automated means.

1.4 “Authorized Computer” shall mean a designated computing device, either physical or virtual, used by an Authorized User to run the Product.

1.5 “Authorized User” shall mean either the Licensee, or any individual such as employee or temporary worker, authorized by Licensee to use the Product while performing duties on behalf of and/or within the scope of their employment or assignment with Licensee.

1.6 “Deactivation” shall mean a procedure by which an Authorized User may request de-authorization of an Authorized Computer in order to install and Activate the Product on another Authorized Computer in accordance with this SLA and the Product’s documentation. Deactivation may require Internet connectivity.

1.7 “Deployment” shall designate any single runnable copy of the Product that is installed on a given Authorized Computer.

1.8 “Licensee” shall mean any natural person or legal entity that is granted a license by Logarix, to evaluate or use the Product as provided herein, and shall not include any third party, including other entities that are affiliated to Licensee.

1.9 “License Term” shall mean the term that is applicable to the Acquired License. Unless otherwise defined in this or subsequent agreements, or at the time of purchase, the License Term shall be limited to the applicable term specified in section 3 of this SLA. Upon the expiration or termination of the License Term, some or all of the Product may cease to operate without prior notice, and Licensee may not use the Product unless the license is renewed.

1.10 “Permitted Number” shall mean one (1) unless otherwise indicated under a valid license (e.g., volume license) granted by Licensor.

2. Ownership

2.1 The Product, whether on disk, in read only memory, on any other media or in any other form, is licensed, not sold, to Licensee by Logarix, for use only under the terms of this SLA, and Logarix reserves all rights, title, ownership or intellectual property rights in or to the Product, in whole or part, not expressly granted to Licensee herein.

2.2 The Product is protected by copyright and other intellectual property laws and treaties. The rights granted herein are limited to intellectual property rights of Logarix and its licensors and do not include any other patents or intellectual property rights. Logarix retains ownership of the Product itself.

3. Specific Grants and Restrictions

3.1 “Evaluation License“. By acquiring an evaluation license, You are granted a limited, non-exclusive and non-transferable license to deploy and run the Product for evaluation purposes, on a Permitted Number of Authorized Computers, for a maximum period of thirty (30) consecutive days (“Evaluation Term“). You may not use the Product for any commercial purposes, publish any results of benchmark tests run on the Product, or disclose its features, errors or bugs to a third party without Licensor’s prior written consent. During the Evaluation Term, Licensor shall be under no obligation to provide any technical support, and it may at its sole discretion (i) fix reported errors; (ii) provide Licensee with updates to the Product for installation; and (iii) provide Licensee with support and consultation concerning the Product. Upon expiry of the Evaluation Term, You must acquire another license, or comply with the terms of paragraph 5.4 hereof. Any single Licensee is in principle limited to a single Evaluation Term per major release of the Product.

3.2 “Community License“. Community Licenses are available to open source development groups engaged in active development of a non-commercial open source software project that meets the Open Source Definition at http://www.opensource.org/docs/osd, for a License Term of three (3) consecutive years. A Community License is granted following an online application process, at the sole discretion of Licensor, for use in one specific software project, on a case-to-case basis. By acquiring a Community License, Licensee is granted a limited, non-exclusive and non-transferable license to deploy and run the Product on a Permitted Number of Authorized Computers, solely for the purpose of development in a designated non-commercial open source project.

3.3 “Commercial-S License“. Under a Commercial-S License, subject to Your continuous compliance with this SLA and payment of the applicable license and/or subscription fees, You are granted a limited, non-exclusive and non-transferable license to deploy and run the Product on a Permitted Number of Authorized Computers, solely for the purposes of assisting You in designing, developing, testing, and deploying application programs that You create. This type of license is available exclusively to development teams comprising ten (10) active developers / committers or less, per any given Deployment. The License Term is twelve (12) consecutive months.

3.4 “Commercial-M License“. Under a Commercial-M License, subject to Your continuous compliance with this SLA and payment of the applicable license and/or subscription fees, You are granted a limited, non-exclusive and non-transferable license to deploy and run the Product on a Permitted Number of Authorized Computers, solely for the purposes of assisting You in designing, developing, testing, and deploying application programs that You create. This type of license is available exclusively to development teams comprising fifty (50) active developers / committers or less, per any given Deployment. The License Term is twelve (12) consecutive months.

3.5 “Commercial-L License“. Under a Commercial-L License, subject to Your continuous compliance with this SLA and payment of the applicable license and/or subscription fees, You are granted a limited, non-exclusive and non-transferable license to deploy and run the Product on a Permitted Number of Authorized Computers, solely for the purposes of assisting You in designing, developing, testing, and deploying application programs that You create. This type of license is available exclusively to development teams comprising two-hundred-and-fifty (250) active developers / committers or less, per any given Deployment. The License Term is twelve (12) consecutive months.

3.6 “Commercial-XL License“. Under a Commercial-XL License, subject to Your continuous compliance with this SLA and payment of the applicable license and/or subscription fees, You are granted a limited, non-exclusive and non-transferable license to deploy and run the Product on a Permitted Number of Authorized Computers, solely for the purposes of assisting You in designing, developing, testing, and deploying application programs that You create. With this type of license, the number of active developers / committers per Deployment si not limited. The License Term is twelve (12) consecutive months.

4. General Restrictions

4.1 You shall not reverse engineer, disassemble, reverse translate, create derivative works, decompile or in any other manner decode the object code for the Product in order to derive the source code form. You shall not decode any passwords, encrypted license and/or activation keys that have been provided by Licensor, or otherwise circumvent built-in protection mechanisms in order to enable the execution of the Product on unauthorized equipment, or beyond the authorized License Term. You agree to take all reasonable, legal and appropriate measures to prohibit the illegal dissemination of the Product or any of its constituent parts to the fullest extent of all applicable laws and treaties regarding anti-circumvention, including but not limited to, the Geneva and Berne World Intellectual Property Organization (WIPO) Diplomatic Conferences.

4.2 You shall not assign (by operation of law or otherwise) or transfer this SLA or Your interest in, rights or obligations under this SLA, or attempt to do so or enter into any agreement to do so with any other party, without the prior written agreement of Licensor, and any such assignment or attempted assignment shall be null and void and shall result in the automatic termination of Your Acquired License.

4.3 Except as expressly provided herein, or unless expressly authorized by Licensor in writing, You shall not rent, resell, sublicense, distribute, transfer, loan, use, lease or otherwise make available the Product or any part thereof to any third party or use the Product, or any part thereof, in an outsourcing, service bureau, application service provider or managed service provider environment; You may not transfer a copy of the Product or any part thereof to any third party, nor may You allow the Product or any part thereof to be accessed over a network or the Internet in a manner that would allow users other than Authorized Users to access it, without prior written consent of Licensor; You may not reproduce or distribute any Logarix documentation without Licensor’s explicit permission.

4.4 You shall not remove any copyright notices, trade-marks, or any other proprietary legends and/or logos of Licensor appearing on the Product.

4.5 If You install and use the Product within a virtual (or otherwise emulated) hardware system, and make exact copies (also called clones) of that emulated environment, each new instance or clone shall be treated as a distinct Authorized Computer under this SLA, and You are required to acquire a license as well as Activate such instance.

4.6 At no time may Licensee or any Authorized Users create any tool, redistributable, or software product(s) that link to, rely on or otherwise utilize all or any portion of Licensor’s Product, and which directly or indirectly compete with Licensor’s own Product.

4.7 Use of the Product by anybody other than the Authorized Users or in any way other than allowed by this SLA is strictly prohibited.

5. Term and Termination

5.1 Subject to Your continuous compliance with this SLA and payment of the applicable license and/or subscription fees, the license granted herein is effective upon acceptance of this SLA by You and shall remain in effect for the duration of the License Term, or until terminated. If the Product or a component thereof is licensed on a limited time or subscription basis, then, unless renewed by Licensee, the license for that component or the Product shall automatically terminate on the corresponding expiration date, and some or all of the Product may cease to operate without prior notice.

5.2 Licensee may terminate this SLA at any time by complying with the requirements of paragraph 5.4 hereof.

5.3 Your rights under the Acquired License shall terminate automatically without notice from Logarix if You fail to comply with any term(s) of said license. If You fail to pay the license and/or subscription fee in respect of the Product, You shall be deemed to have materially breached this SLA and the Acquired License shall terminate automatically.

5.4 Upon termination of the Acquired License, You shall cease all use of the Product and destroy all copies thereof, full or partial.

6. Product Upgrades

6.1 Licensor shall periodically upgrade the Product binaries and/or accompanying services provided on its web site. Deploying upgraded versions of the Product may require You to perform a new Activation, using same or new Activation Key, as provided by Licensor. If an upgrade completely replaces (full install) a previously licensed version of the Product, both versions of the Product must not be used at the same time, nor may You transfer them separately.

6.2 The terms of this SLA shall also govern any Product upgrades provided to You by Licensor that replace and/or supplement the original Product, unless such upgrade is accompanied by a separate license in which case the terms of such license shall govern.

7. Disclaimer of Warranties

UNLESS OTHERWISE AGREED AS PART OF A SEPARATE WRITTEN AGREEMENT BETWEEN LICENSOR AND LICENSEE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE PRODUCT IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PRODUCT IS PROVIDED “AS IS”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND LICENSOR HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE PRODUCT, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. LICENSOR DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PRODUCT WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE PRODUCT WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE PRODUCT WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR OR AN AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE PRODUCT PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.

8. Limitation of Liability

8.1 Licensee understands that the Product may produce inaccurate results because of a failure or fault within the Product, or failure by an Authorized User to properly deploy and use the Product. Licensee shall assume the entire risk as to Licensee’s use of the output of, and the reports generated as a result of the use of the Product. Licensor shall not be liable for any indirect, special, incidental and/or consequential damages, including punitive or multiple damages, or any failure to realize expected savings, loss of data, equipment downtime, loss of use, loss of goodwill or loss of revenue or profit suffered by Licensee for any reason, nor for any claim against Licensee by any third party for damages of any kind which arise from or in connection with the delivery, use, or performance of the Product.

8.2 Licensor shall only be liable for Licensee’s direct proven damages which arise from or are in connection with the delivery, use or performance of the Product, provided that in no event shall Licensor’s total cumulative liability for all costs, losses and damages exceed the amount paid by Licensee to Licensor upon purchase of the Product.

8.3 The foregoing limitations and exclusions of liability shall apply even if Licensor had been advised of the possibility of any such costs, losses or damages or knew or ought to have known of such costs, losses or damages and shall apply regardless of whether the action arose in contract, including, without limitation, from a fundamental breach, or breach of a condition, fundamental term or warranty, or in tort (including, without limitation negligence) or otherwise. The foregoing provisions limiting the liability of Licensor shall also apply to its officers, directors, employees, and agents as trust provisions for the benefit of such officers, directors, employees, and agents and shall be enforceable by such persons as trust beneficiaries.

8.4 The foregoing limitations shall apply even if the above stated remedy fails of its essential purpose.

9. Miscellaneous

9.1 Title and intellectual property rights in and to any content displayed by or accessed through the Product, including but not limited to the source code used as input to the Product, belongs to the respective content owner. Such content may be protected by copyright or other intellectual property laws and treaties, and may be subject to terms of use of the third party providing such content. This SLA does not grant You any rights to use such content.

9.2 The Product is designed to analyze assets (such as source code, build configurations) that may be strictly confidential and business critical to Licensee. Logarix hereby represents and warrants that all said assets and all information derived from said assets by the Product are used exclusively and only to the extent necessary to carry out the Product’s documented functionality.

9.3 With each release of an updated version of the Product, Logarix reserves the right to change this SLA or to impose new conditions on the use of the subject matter hereof, in which case the revised SLA shall be posted on the Licensor’s web site, as well as included with the Product. By continuing to use the Product after we post any such changes, You accept the SLA as modified.

9.4 Any notice required by this SLA or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail, postage prepaid, or recognized overnight delivery services. If addressed to Licensor, You should use the postal address that is featured on Licensor’s web site, which at the time of this writing is: Logarix srl, 24/1 M. Eminescu Blvd. 300021 Timisoara, Romania.

9.5 This SLA shall be construed and enforced in accordance with the laws of Romania. All disputes, controversies and differences arising out of or relating to this SLA shall be settled amicably, or in a court of law. The venue for such disputes shall be Timisoara, Romania. The United Nations Convention on the International Sale of Goods shall not apply to this SLA or the transactions contemplated hereunder.

9.6 If any provision of this SLA is declared by a court of competent jurisdiction to be invalid, illegal or unenforceable, such provision shall be severed from this SLA and the remaining provisions shall continue in full force and effect.

9.7 This SLA has been prepared and drawn up in the English language. In the event that this SLA is translated into any other language and in the event of a discrepancy in the interpretation between the English text and the text of the other language, the English text shall govern.

(REV 2 – EN)

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